exhibit10_2.htm


    
      Exhibit
10.2

       

      


      AMEREN
DEFERRED COMPENSATION PLAN

      2008
Document

      


      WHEREAS, Ameren Corporation (“Ameren”)
previously established the Ameren Corporation Deferred Compensation Plan
(“Plan”) for certain of its employees; and

      


      WHEREAS, Ameren previously established
the Ameren Corporation Executive Incentive Compensation Program Elective
Deferral Provisions for Members of the Ameren Leadership Team (“EIC Plan”);
and

      


      WHEREAS, effective January 1, 2005,
Ameren began administering both the Plan and the EIC Plan with respect to
amounts deferred on and after January 1, 2005 in accordance with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”); and

      


      WHEREAS, effective January 1, 2007,
Ameren merged the portions of the EIC Plan into the Plan which relate to
post-2004 deferrals and restated the Plan; and

      


      WHEREAS, effective January 1, 2008,
Ameren desires to amend the Plan to incorporate provisions consistent with the
final regulations promulgated under Code Section 409A; and

      


      WHEREAS, with respect to a participant
who had any deferral under the Plan or the EIC Plan after December 31, 2004,
Ameren desires to eliminate the “409A grandfathering” of such participant’s
pre-2005 deferrals so that all deferrals under the Plan and the EIC Plan of such
a participant shall be administered in accordance with Code Section
409A;

      


      NOW, THEREFORE, Ameren hereby clarifies
that the provisions of this Plan apply to all amounts deferred under the Plan
and the EIC Plan (pre-2005 deferrals and post-2004 deferrals) of a participant
who made deferrals on or after January 1, 2005, and effective January 1, 2008,
the Plan is restated as follows:


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


      


      


      

      


      


       

      
        
           

          
            	
                     

                    AMEREN
      DEFERRED COMPENSATION PLAN

                  
	
                    2008 Document 

                  
	 


          

          
 

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

      

      
        	
                 
      

              	
                AMEREN
      DEFERRED COMPENSATION PLAN

                 

              


      

      
        	
                 
      

              	
                2008
      Document

                 

              


      

      
        
          

        



      
        	
                1.  

              	
                PURPOSE AND
      AMENDMENT

              


      

      


      
        	
                 
      

              	
                The
      purpose of the Ameren Deferred Compensation Plan (“Plan”) is to provide
      eligible participants with the opportunity to accumulate capital of up to
      50 percent of annual base salary and some or all of the Incentive Awards
      awarded pursuant to the Ameren Corporation Executive Incentive
      Compensation Program.  Participation in the Plan is
      voluntary.  The implementation of the Plan will provide Ameren
      Corporation and its subsidiaries (“Ameren”) with the means to attract and
      retain key employees by offering a competitive salary deferral
      program.  The Plan is administered by the Ameren Services
      Company (“Company”).

              


      

      


      
        	
                2.  

              	
                DEFINITIONS

              


      

      


      
        	
                 
      

              	
                Certain
      words and phrases are defined when first used in later paragraphs of the
      Plan.  In addition, the following words and phrases when used
      herein, unless the context clearly requires otherwise, shall have the
      following respective meanings:

              


      

      


      
        	
                A.  

              	
                Ameren:  As
      used herein shall mean Ameren Corporation and its
      subsidiaries.

              


      

      


      
        	
                B.  

              	
                Board:  The
      Board of Directors of Ameren
Corporation.

              


      

      


      
        	
                C.  

              	
                Company:  As
      used herein shall mean Ameren Services Company, as agent for Ameren and as
      administrator of the Plan.

              


      

      


      
        	
                D.  

              	
                Deferral
      Account:  Book entries reflecting each Participant’s
      Deferred Amounts and Interest credited thereon pursuant to the provisions
      of Section 6.  A separate Deferral Account shall be
      maintained for each Deferral Commitment commenced
    hereunder.

              


      

      


      
        	
                E.  

              	
                Deferral
      Commitment:  The sum of the Salary and Incentive Award
      deferrals to which the Participant obligates himself pursuant to the
      provisions of Section 4.

              


      

      


      
        	
                F.  

              	
                Deferred
      Amount:  The amount of Salary and Incentive Award which a
      Participant elects to defer pursuant to the provisions of the
      Plan.

              


      

      


      
        	
                G.  

              	
                Effective
      Date:  January 1, 2008, as restated and amended from time
      to time.

              


      

      


      
        	
                H.  

              	
                Incentive
      Award:  The portion of an incentive award awarded to an
      officer, executive or other employee of Ameren pursuant to the provisions
      of the Ameren Executive Incentive Compensation Program which is deferred
      pursuant to the provisions of the
Plan.

              


      

       

       

      
        
          
          

        

        
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                I.  

              	
                Interest:  The
      amount of interest which a Participant shall be deemed to earn on his
      Deferred Amounts and which shall be credited to his Deferral Account as
      determined pursuant to Section 7.

              


      

      


      
        	
                J.  

              	
                Participant:  Any
      person eligible to participate in the Plan pursuant to Section 3 who
      elects or has elected to defer a portion of his salary pursuant to the
      provisions of the Plan.

              


      

      


      
        	
                 
      

              	
                For
      purposes of Sections 8 and 9, a Participant who transfers employment to
      any subsidiary of Ameren Corporation or other entity in which Ameren
      Corporation has a twenty percent (20%) or greater ownership interest shall
      be deemed not to have terminated employment as long as such Participant is
      an employee of such a subsidiary or entity.  However, such
      individual shall be eligible to continue deferring amounts into the Plan
      during the calendar year of such transfer only with respect to amounts
      which qualify as Salary.

              


      

      


      
        	
                K.  

              	
                Performance-Based
      Compensation:  An Incentive Award that (a) is based on
      services performed over a period of at least 12 months and (b) constitutes
      performance-based compensation as defined in Treasury Regulations issued
      under Code Section 409A.

              


      

      


      
        	
                L.  

              	
                Plan:  The
      Ameren Deferred Compensation Plan, as revised and
  restated.

              


      

      


      
        	
                M.  

              	
                Plan
      Year:  The 12-month period commencing January 1 and
      ending on December 31.

              


      

      


      
        	
                N.  

              	
                Retirement:  Termination
      of employment after attainment of at least age
  55.

              


      

      


      
        	
                O.  

              	
                Salary:  The
      annual base pay of a Participant, exclusive of any income from
      commissions, benefits, allowances, and/or other incentive plans paid by
      Ameren.

              


      

      


      
        	
                P.  

              	
                Specified
      Employee:  A key employee (as defined in Code Section
      416(i) without regard to Code Section 416(i)(5)) determined in accordance
      with the meaning of such term under Code Section 409A and the regulations
      promulgated thereunder and the resolutions of the Board of Directors of
      Ameren Corporation governing such
determination.

              


      

      


      
        	
                3.  

              	
                ELIGIBILITY

              


      

      


      
        	
                 
      

              	
                Any
      employee of Ameren who is designated and treated by Ameren as a member of
      the Ameren Leadership Team shall be eligible to participate in the Plan,
      unless the Human Resources Committee of Ameren Corporation Board of
      Directors designates such person as ineligible for the
      Plan.  Any individual who is eligible to participate in the Plan
      may become a Participant by commencing a Deferral
    Commitment.

              


      

      
 

      
        
          
          

        

        
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                4.  

              	
                COMMENCING A DEFERRAL
      COMMITMENT

              


      

      


      
        	
                A.

              	
                Maximum
      Deferrals:

              


      

      


      
        	
                 
      

              	
                A
      Participant may commence a Deferral Commitment by making an election to
      defer a percentage of Salary, in 1% increments, up to a maximum of 50
      percent. The amount of Salary deferred may not reduce the amount of the
      Participant’s non-deferred Salary for the year of deferral below the
      maximum level of “Federal Insurance Contributions Act taxable wages”
      (i.e., the FICA taxable wage base).  Upon application to the
      Company by a Participant, the Company may, in its discretion, permit a
      Participant to defer Salary in excess of 50 percent or waive the FICA
      taxable wage base limitation.  A Participant may defer receiving
      some or all of an Incentive Award granted to such Participant, as
      described above, by electing to defer receiving either a percentage of an
      Incentive Award otherwise payable to him or by electing to defer all of an
      Incentive Award greater than a set dollar
  amount.

              


      

      


      
        	
                B.

              	
                Irrevocability of
      Deferral Commitment:

              


      

      


      
        	
                 
      

              	
                During
      a Plan Year, a Deferral Commitment shall be irrevocable, and the deferral
      percentage or amount elected by the Participant thereunder shall not be
      increased or decreased.

              


      

      


      
        	
                C.

              	
                Term of Deferral
      Commitment:

              


      

      


      
        	
                 
      

              	
                The
      term of a normal Deferral Commitment shall be the Plan
    Year.

              


      

      


      
        	
                D.

              	
                Crediting of Deferred
      Amounts:

              


      

      


      
        	
                 
      

              	
                The
      Participant’s Deferred Amounts shall be credited to his Deferral Account
      by no later than the end of the month in which such amounts would, but for
      such deferral, be payable to the
Participant.

              


      

      


      
        	
                5.  

              	
                TERMS OF DEFERRAL
      ELECTION

              


      

      


      
        	
                 
      

              	
                A
      Participant’s written election to defer Salary for a Plan Year shall
      indicate the percentage or amount of Salary and/or Incentive Award which
      the Participant is electing to defer under the Plan and the method of
      distribution of such amounts, as permitted under Section
      8.  Such election shall be made in accordance with procedures
      established by the Company by no later than the last date specified for
      such election, which shall not be later than (a) in the case of an
      election to defer Salary or an Incentive Award that is not
      Performance-Based Compensation, the December 31 preceding the first day of
      the Plan Year for which the Salary or Incentive Award is earned or (b) in
      the case of an election to defer an Incentive Award which is
      Performance-Based Compensation, a date (as determined by the Company) no
      later than the date that is six months before the end of the performance
      period, provided that, (1) the Participant continuously performs services
      from the date the performance criteria are established through the date
      the Participant makes his or her election and (2) the Incentive Award is
      not substantially certain to be paid and is not readily ascertainable as
      of such date.  In the case of a Participant who first becomes
      eligible to participate in this Plan


              


      

       

       

      
        
          
          

        

        
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        during a
Plan Year, an election to defer Salary and/or an Incentive Award may be made
within 30 days after the date the employee first becomes eligible to participate
in the Plan, provided that the employee has not previously become eligible to
participate in any other nonqualified account balance plan maintained by Ameren
(as defined in Treasury Regulation Section 1.409A-1(c)(2)(i)(A)), with respect
to Salary and Incentive Awards paid for services to be performed subsequent to
the election, which shall be irrevocable during such initial year of
participation. With respect to an Incentive Award, such initial election shall
apply only to the portion of such compensation equal to the total amount of
compensation for the performance period multiplied by the ratio of the number of
days remaining in the performance period after the election over the total
number of days in the performance period. However, an election with respect to
an Incentive Award may apply to the entire Incentive Award, if elected by the
Participant, and/or be made at a later date if otherwise permitted under Section
5(b).

         

      

      
        	
                6.  

              	
                PARTICIPANT DEFERRAL
      ACCOUNT

              


      

      


      
        	
                 
      

              	
                There
      shall be established a Deferral Account in the name of each Participant
      who elects to defer Salary and/or an Incentive Award by commencing a
      Deferral Commitment under the provisions of the Plan. A separate Deferral
      Account will be maintained for each Deferral Commitment commenced by each
      Participant with respect to Salary and Incentive Awards related to that
      Deferral Commitment.  The Deferral Account shall reflect the
      value of the Participant’s Deferred Amounts plus Interest credited thereon
      with respect to the specific Deferral Commitment.  The records
      for each Deferral Account maintained for the Participant shall be
      available for inspection by the Participant at reasonable times, and the
      Company shall make available to the Participant a statement indicating the
      aggregate amount credited to each of the Participant’s Deferral Accounts
      and the value of each such Deferral
Account.

              


      

      


      
        	
                7.  

              	
                INTEREST ON DEFERRED
      AMOUNTS

              


      

      


      
        	
                 
      

              	
                Interest
      calculated at the rate or rates, as hereinafter described, shall accrue
      from the date Salary and/or Incentive Awards deferrals are credited to the
      Participant’s Deferral Account and shall be compounded annually and
      credited to the Participant’s Deferral Account as of the last business day
      of each Plan Year (or as of such other dates as determined by the Company)
      for which the Participant has a Deferral Account balance. While the
      Participant is employed by Ameren, the Participant’s Deferral Account
      balance shall earn Interest at the “Plan Interest Rate.”  After
      retirement, termination of employment (in the case of a Specified Employee
      subject to a 6-month delay described in Section 9.C) or following the
      death of the Participant, the Participant’s Deferral Account balance shall
      earn interest at the “Base Interest
Rate.”

              


      

      


      
        	
                 
      

              	
                The
      “Plan Interest Rate” for any Plan Year shall be 150 percent of the average
      Mergent’s Seasoned AAA Corporate Bond Yield Index (“Mergent’s Index”,
      formerly called “Moody’s Index”) for the previous calendar
      year.  Interest rates are calculated annually as of the first
      day of the Plan Year.

              


      

      


      
        	
                 
      

              	
                The
      “Base Interest Rate” for any Plan Year shall be equal to the average
      Mergent’s Index for the previous calendar
year.

              


      

       

       

      
        
          
          

        

        
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                8.  

              	
                DISTRIBUTION AT
      RETIREMENT

              


      

      


      At the
time that a Participant makes an election to defer Salary and/or Incentive
Awards under the Plan, he shall select a method for the distribution of the
balance of that Deferral Account.  Upon Retirement, the balance of
each of the Participant’s Deferral Account(s) shall be distributed to the
Participant according to the pay-out method selected by the Participant;
provided that, any Deferral Account which is subject to a scheduled payment
option pursuant to Section 10 as of the year in which the Participant retires or
a year following the year in which a Participant retires shall be paid under
Alternative 1.  A Participant may elect to receive his account
distribution as a lump sum or in substantially equal installments over a set
period up to 15 years.  Under either payment method, a Participant can
elect to commence distribution at the time of Retirement or defer such
payment(s) until March 1 of the calendar year following Retirement. (For
example, a Participant whose Retirement is effective June 1, 2007, may
defer payment from his Deferral Account(s) until March 1,
2008.)  Notwithstanding a Participant’s election, payment of benefits
shall not be made or commence under this Section 8 prior to the date which is 6
months after the date of a Participant’s Retirement in the case of a Participant
who is determined to be a Specified Employee at the time of his
Retirement.  During such 6-month delay, a Participant’s Deferral
Account will be credited with interest at the Base Interest Rate.  Any
payments that would have been paid during such 6-month period shall be paid in a
lump sum to the Participant as of the day after the last day of such 6-month
period, and all other payments following such 6-month period shall be paid in
accordance with the terms of the Plan and the Participant’s
election.

      


      
        	
                 
      

              	
                A.

              	
                Distribution
      Alternatives:

              


      

      


      
        	
                1.     

              	
                The
      balance of the Participant’s Deferral Account to be distributed in a
      single lump sum, payable the first day of the first month following the
      month in which Retirement occurs.

              


      

      


      
        	
                2.   
       

              	
                The
      balance of the Participant’s Deferral Account to be distributed in a
      single lump sum, payable on March 1 of the calendar year following
      Retirement.

              


      

      


      
        	
                3.   
       

              	
                The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 5 years commencing at
      Retirement.

              


      

      


      
        	
                4.   
       

              	
                The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 5 years commencing on
      March 1 of the calendar year following
  Retirement.

              


      

      


      
        	
                5.   
       

              	
                The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 10 years commencing at
      Retirement.

              


      

       

      
 

      
        
          
          

        

        
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                6.  
        

              	
                The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 10 years commencing on
      March 1 of the calendar year following
  Retirement.

              


      

      


      
        	
                7.  
        

              	
                The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 15 years commencing at
      Retirement.

              


      

      


      
        	
                8.  
        

              	
                The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 15 years commencing on
      March 1 of the calendar year following
  Retirement.

              


      

      


      
        	
                 
      

              	
                Installment
      payments (Alternatives 3 through 8) shall be paid annually, unless the
      Participant elects, at the time Alternatives 3 through 8, as applicable,
      are elected, to receive them on a monthly basis.  The
      distribution options available in circumstances where the Participant
      dies, either before or after Retirement, or is placed on disability status
      prior to Retirement are described in Sections 10 and 11.  The
      deferral of payments to the calendar year following Retirement
      (Alternatives 2, 4, 6 and 8) is not permitted in cases of death or
      long-term disability.

              


      

       

      
        	
                B.

              	
                Subsequent Election
      Changes:

              


      

       

      
        	
                 
      

              	
                In
      accordance with the procedures established by the Company, a Participant
      may elect to change his method of distribution with respect to Deferral
      Commitments related to years prior to 2009, with respect to amounts not
      otherwise payable in 2008, if such an election is made no later than
      December 31, 2008.

              


      

      


      
        	
                 
      

              	
                On
      and after January 1, 2009, a Participant may elect to change his method of
      distribution with respect to one or more Deferral Accounts in accordance
      with rules established by the Company.  If a Participant makes
      such election, then (a) such election shall not take effect until at least
      12 months after the date on which such election is made, and submitted to
      the Company; (b) the first payment with respect to which such election is
      made shall be deferred for a period of not less than 5 years from the date
      such payment would otherwise have been made; (c) any election related to a
      payment that was otherwise to be made at a specified time may not be made
      less than 12 months prior to the date of the first scheduled payment; and
      (d) with respect to a change in payment form, such change may not
      impermissibly accelerate the time or schedule of any payment under the
      Plan, except as provided in regulations promulgated by the Secretary of
      Treasury.

              


      

      


      
        	
                 
      

              	
                A
      change in the method of distribution must be made in accordance with the
      rules and procedures established by the
Company.

              


      

      


      
        	
                9.  

              	
                TERMINATION OF
      EMPLOYMENT PRIOR TO BECOMING ELIGIBLE FOR
  RETIREMENT

              


      

      


      
        	
                A.  

              	
                General:

              


      

      


      
        	
                 
      

              	
                Except
      as described in Paragraph B, if a Participant terminates employment after
      completing one or more Deferral Commitments but prior to becoming eligible
      for 

              


      

       

      
        


        
          
            
            

          

          
            Page
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        Retirement,
the balance of the Participant’s corresponding Deferral Account(s), including
any Deferral Accounts subject to a scheduled payment option under Section 10,
shall be distributed in a single sum to the Participant no later than 30 days
after the date the Participant terminates employment. The Participant shall not
have a right to designate the taxable year of the payment.

         

      

      
        	
                B.  

              	
                Change of
      Control:

              


      

      


      
        	
                 
      

              	
                In
      the event that a Participant terminates employment from Ameren after
      completing one or more Deferral Commitments but prior to becoming eligible
      for Retirement and after the occurrence of a Change of Control, the
      balance of the Participant’s Deferral Account(s), including Interest
      calculated at the Plan Interest Rate, shall be distributed in a single sum
      to the Participant no later than 30 days after the date the Participant
      terminates employment.  For purposes of this Paragraph, Change
      of Control shall have the same meaning that it has in the Amended and
      Restated Ameren Corporation Change of Control Severance
      Plan.  The participant shall not have the right to designate the
      taxable year of the payment.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Specified Employee
      Restriction:

              


      

      


      
        	
                 
      

              	
                Notwithstanding
      the above, payment of benefits shall not be made under this Section 9
      prior to the date which is 6 months after the date of a Participant’s
      termination of employment in the case of a Participant who is determined
      to be a Specified Employee at the time of his termination of
      employment.  In such case, the lump sum amount determined under
      Section 9.A or 9.B, as appropriate, shall be paid to the Participant as of
      the day after the last day of such 6-month
  period.

              


      

      


      
        	
                 
      

              	
                D.

              	
                Termination of
      Employment:

              


      

      


      
        	
                 
      

              	
                For
      purposes of Sections 2N, 8 and 9, a Participant shall be deemed to have
      terminated employment if Ameren and the Participant reasonably anticipate
      a permanent reduction in his or her level of bona fide services to a level
      less than 50% of the average level of bona fide services provided by the
      Participant in the immediately preceding 36-month
      period.  Notwithstanding the preceding sentence, no termination
      of employment shall occur (1) while the  Participant is on
      military leave, sick leave, or other bona fide leave-of-absence which does
      not exceed six months or such longer period during which the Participant
      retains a right to reemployment with Ameren pursuant to law or by
      contract; or (2) while the Participant is on a leave-of-absence due to a
      medically determinable physical or mental impairment that can be expected
      to last for a continuous period of six months or more and results in the
      Participant being unable to perform services for Ameren in his or her
      position or a substantially similar position and that does not exceed 29
      months.  A leave of absence will be a bona fide leave-of-absence
      only if there is a reasonable expectation that the Participant will return
      to perform services for Ameren.

              


      

       

       

      
        
          
          

        

        
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                10.  

              	
                SCHEDULE PAYMENT
      OPTION

              


      

      


      
        	
                 
      

              	
                At
      the time a Participant makes an election to defer Salary and/or Incentive
      Awards under the Plan, he or she may elect for the distribution of the
      balance of that Deferral Account to be made in a specified year; provided
      such year is at least three years after the year to which the deferral
      relates.  Distributions pursuant to this scheduled payment
      option shall be paid in a lump sum no later than the December 31st
      of the specified year.

              


      

      


      
        	
                11.  

              	
                TOTAL DISABILITY OF
      PARTICIPANT

              


      

      


      
        	
                 
      

              	
                In
      the event that it is determined by a duly licensed physician selected by
      the Company that, because of ill health, accident or other disability, a
      Participant is no longer able, properly and satisfactorily, to perform his
      regular duties and responsibilities, and therefore, such Participant has
      been placed on long term disability ("LTD"), the Company shall commence
      distribution of the Participant’s Deferral Account(s) in accordance with
      the distribution method selected by the Participant, but only if the
      Participant is disabled within the meaning of Code Section 409A(a)(2)(C).
      Where a Participant had elected a deferral option (Section 8, Alternatives
      2, 4, 6 and 8), payments will be made in the same form as elected (i.e.,
      lump sum or installment) but will commence no later than 30 days after the
      Participant’s LTD effective date, to the extent a distribution is
      permitted under the previous sentence.  The Participant shall
      not have a right to designate the taxable year of the
      payment.  Under this provision, a Participant on LTD status may
      receive a distribution from his Deferral Account(s) prior to attaining age
      55.

              


      

      


      
        	
                12.  

              	
                DEATH OF
      PARTICIPANT

              


      

      


      
        	
                A.  

              	
                Prior to
      Retirement:

              


      

      


      
        	
                 
      

              	
                In
      the event of the Participant’s death after attaining at least age 55, the
      Company shall commence distribution of the Participant’s Deferral
      Account(s) to the Participant’s designated beneficiary(ies) according to
      the method(s) selected by the Participant pursuant to Section
      8.  If a Participant dies prior to attaining age 55 and prior to
      receiving benefits under the Plan, the Company shall commence distribution
      to the Participant’s designated beneficiary(ies) in a lump
      sum.  Even if the Participant had chosen a deferral option
      (Section 8, Alternatives 2, 4, 6 and 8), payment will commence as soon as
      administratively feasible but no later than 30 days after the month in
      which the Participant’s death occurs.  Neither the Participant
      nor a beneficiary shall have a right to designate the taxable year of the
      payment.

              


      

      


      
        	
                B.  

              	
                After
      Retirement:

              


      

      


      
        	
                 
      

              	
                In
      the event a Participant dies after his Retirement but prior to receiving
      benefits under the Plan, the Company shall commence distribution of the
      Participant’s Deferral Account(s) to the Participant’s designated
      beneficiary(ies).  Such payments will be made in the same form
      as elected (i.e., lump sum or installment) but will commence as soon as
      administratively feasible, but no later than 30 days after the month in
      which the Participant’s death occurs.  Neither the Participant
      nor a beneficiary shall have a right to designate the taxable year of the
      payment.  Where a Participant who is receiving benefits dies,
      the Company shall 

              


      

       

       

      
        
          
          

        

        
          Page
8

          
            

          

        

        
          
          

        

      

      
         

        continue
to make distributions to the Participant’s designated beneficiary(ies) in
accordance with the method selected by the Participant.

         

      

      
        	
                13.  

              	
                HARDSHIP
      DISTRIBUTION

              


      

      


      
        	
                 
      

              	
                In
      the event that a Participant (or in the case of the Participant’s death,
      his beneficiary) suffers a Financial Hardship, the Company may, if it
      deems advisable in its sole and absolute discretion, distribute on behalf
      of the Participant, his beneficiary or his legal representative, any
      portion of the Participant’s Deferral Account(s), but in no event more
      than the amount reasonably necessary to relieve the Financial Hardship
      upon which the request is based, plus the federal and state taxes due on
      the withdrawal, as determined by the Company.  Any such hardship
      distribution shall be made at such times as the Company shall determine,
      and the Participant’s Deferral Account(s) shall be reduced by the amount
      so distributed and/or utilized.  Financial Hardship means a
      severe financial hardship to a Participant resulting from an illness or
      accident of the Participant, his or her spouse or a dependent (as defined
      in Code Section 152(a)) of the Participant, loss of the Participant's
      property due to casualty, or other similar extraordinary and unforeseeable
      circumstances arising as a result of events beyond the control of the
      Participant.

              


      

      


      
        	
                 
      

              	
                Notwithstanding
      any other provision of this Plan, if a Participant receives a safe harbor
      hardship distribution under any tax-qualified employee retirement plan
      maintained by his or her employer, all deferral elections of the
      Participant under the Plan shall be suspended for a period of at least 6
      months, and the Participant shall not be eligible to resume deferrals
      hereunder until the Plan Year beginning after expiration of such 6-month
      period.

              


      

      


      
        	
                14.  

              	
                DESIGNATION OF
      BENEFICIARY

              


      

      


      
        	
                 
      

              	
                The
      Participant shall designate in writing, on a form approved by the Company,
      one or more primary and/or secondary beneficiaries who shall receive
      distributions otherwise payable to the Participant or as otherwise
      authorized by the Plan, and such beneficiary designation shall be
      controlling with respect to all Deferral Accounts such Participant may
      have pursuant to the provisions of the Plan.  The Participant’s
      spouse, if any, must consent in writing to the designation of a primary
      beneficiary(ies) other than such spouse as the sole primary
      beneficiary.  Subject to the requirement of the preceding
      sentence, the Participant shall have the right, at any time and for any
      reason, to submit a revised designation of beneficiary.  Such
      revised designation of beneficiary shall become effective provided it is
      delivered to the Company prior to the death of such Participant, and it
      shall supersede all prior designations of beneficiary submitted by the
      Participant.  A beneficiary may be a natural person or an entity
      (such as a trust or a charitable
organization).

              


      

      


      
        	
                 
      

              	
                If
      no designation of beneficiary has been received by the Company from the
      Participant prior to his death, or if the beneficiary(ies) designated by
      the Participant has not survived the Participant or cannot otherwise be
      located by the Company within a reasonable period of time, distributions
      shall be made to the person or persons in the first of the following
      classes of successive preference:

              


      

      


      
        	
                1.  

              	
                The
      Participant’s surviving spouse.

              


      

       

       

      
        
          
          

        

        
          Page
9

          
            

          

        

        
          
          

        

      

      
 

      
        	
                2.  

              	
                The
      Participant’s surviving children,
equally.

              


      

      


      
        	
                3.  

              	
                The
      Participant’s surviving parents,
equally.

              


      

      


      
        	
                4.  

              	
                The
      Participant’s surviving brothers and sisters,
  equally.

              


      

      


      
        	
                5.  

              	
                The
      Participant’s personal representative(s), executor(s) or
      administrator(s).

              


      

      


      
        	
                15.  

              	
                PAYMENTS TO MINORS OR
      INCOMPETENTS

              


      

      


      
        	
                 
      

              	
                Whenever,
      in the Company’s opinion, a person entitled to receive any payment under
      the Plan is a minor, is under a legal or other disability or is so
      incapacitated as to be unable to manage his financial affairs, a
      distribution may be made to such person or to his legal representative or
      to a relative or friend of such person for his benefit, or for the benefit
      of such person in whatever manner the Company considers
      advisable.  Any payment of a benefit in accordance with the
      provisions of this Section shall be a complete discharge of any liability
      for the making of such payment under the provisions of the
      Plan.

              


      

      


      
        	
                16.  

              	
                ADMINISTRATION

              


      

      


      
        	
                 
      

              	
                Except
      as specified otherwise in the Plan, the Company shall have full power and
      discretion to administer, construe and interpret the Plan.  Any
      authorized action or decision under the provisions of the Plan undertaken
      by the Company arising out of, or in connection with the administration,
      construction, interpretation or effect of the Plan, or recommendations in
      accordance therewith, or any rules and regulations adopted by the Company
      shall be conclusive and binding on all Participants and their
      beneficiaries and all other persons
whosoever.

              


      

      


      
        	
                17.  

              	
                MISCELLANEOUS

              


      

      


      
        	
                A.  

              	
                No Trust
      Created:  The arrangements hereunder are unfunded for tax
      purposes and for the purposes of ERISA, Title I. Nothing contained in the
      Plan, and no action taken pursuant to its provisions shall create, or be
      construed to create, a trust, escrow of any kind, or a fiduciary
      relationship between Ameren and the Participant, his designated
      beneficiary(ies), other beneficiaries of the Participant or any other
      person.

              


      

      


      
        	
                B.  

              	
                Unsecured General
      Creditor Status:  Distributions to the Participant or his
      designated beneficiary(ies) or any other beneficiary(ies) hereunder shall
      be made from assets which prior to distribution shall continue, for all
      purposes, to be a part of the general corporate assets and no person
      (including Participants) shall have any interest in such assets of Ameren,
      including without limitation the proceeds of life or other insurance
      policies, by virtue of the provisions of the Plan.  To the
      extent that any person, including the Participant, acquires a right to
      receive distributions under the provisions hereof, such right shall be no
      greater than the right of any unsecured general creditor of
      Ameren  and the obligation to pay constitutes a mere promise of
      Ameren to make payments in the
future.

              


      

       

       

      
        
          
          

        

        
          Page
10

          
            

          

        

        
          
          

        

      

      
 

      
        	
                C.  

              	
                Recovery of
      Costs:  In the event that the Company purchases an
      insurance policy or policies insuring the life of a Participant or any
      other property to allow Ameren to recover the costs of providing deferred
      compensation in whole or in part, hereunder, neither the Participant, his
      beneficiary(ies) nor any other person or persons shall have any rights
      therein whatsoever. Ameren shall be the sole owners and beneficiaries of
      any such insurance policy and shall possess and may exercise all incidents
      of ownership therein.

              


      

      


      
        	
                D.  

              	
                Protective
      Provisions:  A Participant shall cooperate with the
      Company by providing all information requested including a medical
      history.  In connection therewith, the Company reserves the
      right to require that the Participant submit to a physical examination if
      such examination is deemed to be necessary or appropriate.  The
      costs of all such physical examinations will be paid by the
      Company.  If the Participant refuses to cooperate with the
      Company, the Company shall have no further obligation to the Participant
      under the provisions of the Plan. If the Participant makes any material
      misstatement of information or non-disclosure of medical history, then no
      benefits shall be payable to the Participant or his beneficiary(ies) over
      and above actual Salary deferrals.

              


      

      


      
        	
                E.  

              	
                No Contract of
      Employment:  Nothing contained herein shall be construed
      to be a contract of employment for any term of years, nor a conferring
      upon the Participant the right to continue to be employed in his present
      capacity, or in any capacity.  It is expressly understood that
      the Plan relates to the payment of deferred compensation for the
      Participant’s services normally distributable after termination of his
      employment, and the Plan is not in any way intended to be an employment
      contract.

              


      

      


      
        	
                F.  

              	
                Spendthrift
      Provisions:  Neither the Participant, his
      beneficiary(ies), nor any other person or persons shall have any power or
      right to sell, alienate, attach, garnish, transfer, assign, anticipate,
      pledge or otherwise encumber any part or all of a Deferral Account
      maintained or distributable hereunder. No amounts hereunder shall be
      subject to seizure by any creditor of the Participant or a beneficiary,
      beneficiary(ies) or any other person or persons by a proceeding at law or
      in equity, nor shall such amounts be transferable by operation of law in
      the event of divorce, legal separation, bankruptcy, insolvency or death of
      the Participant, his beneficiary(ies), or any other person or
      persons.  Any such attempted assignment or transfer shall be
      null and void.

              


      

      


      
        	
                G.  

              	
                Withholding
      Taxes:  To the extent required by the law in effect at
      the time that deferrals are made hereunder, the Company shall withhold
      from non-deferred compensation the payroll taxes required to be withheld
      by the federal or any state or local
government.

              


      

      


      
        	
                H.  

              	
                Suspension,
      Termination and Amendment:  The Board of Directors of
      Ameren Corporation shall have the power to suspend or terminate the Plan
      in whole or in part at any time, and from time-to-time to extend, modify,
      amend or revise the Plan in such respects as the Board of Directors by
      resolution may deem advisable, provided that (1) no such extension,
      modification, amendment or revision shall deprive a Participant, or any
      beneficiary(ies) thereof, of any part or all of the
  

              


      

       

      

        
          
             


          

          
            Page
11

            
              

            

          

          
             


          

        

         

        Participant’s
Deferral Account and (2) no attempt to terminate the Plan shall be effective
unless such termination complies with the restrictions and requirements
applicable under Code Section 409A and the regulations promulgated thereunder in
effect at the time of such termination.

         

      

      
        	
                I.  

              	
                Conflicts:  Any
      conflict in the language or terms or interpretation of the language or
      terms of the Plan between this Plan document and any other document which
      purports to describe the rights, benefits, duties or obligations of any
      Participant, Ameren or any other person or entity shall be resolved in
      favor of this Plan document.

              


      

      


      
        	
                J.  

              	
                Validity:  In
      the event any provision of the Plan is held invalid, void, or
      unenforceable, the same shall not affect, in any respect whatsoever, the
      validity of any other provision of the
Plan.

              


      

      


      
        	
                K.  

              	
                Captions:  The
      captions of the articles and sections of the Plan are for convenience only
      and shall not control nor affect the meaning or construction of any of its
      provisions.

              


      

      


      
        	
                L.  

              	
                Gender and
      Plurals:  Wherever used in the Plan, words in the
      masculine gender shall include masculine or feminine gender, and, unless
      the context otherwise requires, words in the singular shall include the
      plural, and words in the plural shall include the
  singular.

              


      

      


      
        	
                M.  

              	
                Notice:  Any
      election, beneficiary designation, notice, consent or demand required or
      permitted to be given under the provisions of the Plan shall be in writing
      and shall be signed by the Participant.  If such election,
      beneficiary designation, notice, consent or demand is mailed by a
      Participant, it shall be sent by United States Certified Mail, postage
      prepaid, and addressed to the chief human resources officer, Ameren
      Services Company, P. O. Box 66149, St. Louis, Missouri
      63166-6149. The date of such mailing shall be deemed to be the date of
      such notice, consent or demand.

              


      

      


      
        	
                N.  

              	
                Governing
      Law:  The Plan, and the rights of the parties hereunder,
      shall be governed by and construed in accordance with the laws of the
      State of Missouri.

              


      

      


      
        	
                O.  

              	
                Disputes:  A
      Participant who believes that he is being denied a benefit to which he is
      entitled (hereinafter referred to as “Claimant”), or his representative,
      may file a written request for such benefit with the Plan Administrator of
      the Plan setting forth his claim.  The request must be addressed
      to:  Ameren Services Company, Employee Benefits Department, P.O.
      Box 66149, MC 533, St. Louis, Missouri 63166-6149, Attention: Plan
      Administrator, Deferred Compensation
Plan.

              


      

      


      Upon
receipt of a claim, the Company shall advise the Claimant that a reply will be
forthcoming within ninety (90) days and shall in fact deliver such reply within
such period.  However, the Company may extend the reply period for an
additional ninety (90) days for reasonable cause.  If the claim is
denied in whole or in part, the 

       

       

      
        
          
          

        

        
          Page
12

          
            

          

        

        
          
          

        

      

       

      Company
will adopt a written opinion using language calculated to be understood by the
Claimant setting forth:

       

      
        
          	
                  1.

                	
                  the
      specific reason or reasons for
denials.

                


        

        
          	
                  2.

                	
                  specific
      references to pertinent Plan provisions on which the denial is
      based.

                


        

        
          	
                  3.

                	
                  a
      description of any additional material or information necessary for the
      Claimant to perfect the claim and an explanation why such material or such
      information is necessary.

                


        

        
          	
                  4.

                	
                  appropriate
      information as to the steps to be taken if the Claimant wishes to submit
      the claim for review, including a statement of the Claimant's right to
      bring a civil action forllowing an adverse benefit determination on
      review, and

                
	
                  5.

                	
                  the
      time limits for requesting a review and for the actual
      review. 

                


        

        
Within
sixty (60) days after the receipt by the Claimant of the written opinion
described above, the Claimant may request in writing that the Company review its
determination.  The Claimant or his duly authorized representative may
submit written comments, documents, records or other information relating to the
denied claim, which shall be considered in the review under this subsection
without regard to whether such information was submitted or considered in the
initial benefit determination.  The Claimant or his duly authorized
representative shall be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to his claim.  If the Claimant does not request a review of the
Company’s determination within such 60-day period, he shall be barred and
estopped from challenging its determination.

      

      


      Within
sixty (60) days after the Company’s receipt of a request for review, it will
review its prior determination.  After considering all materials
presented by the Claimant, the Company will render a written opinion setting
forth the specific reasons for his decision and containing specific references
to the pertinent Plan provisions on which his decision is based.  If
special circumstances require that the 60-day period be extended, the Company
will so notify the Claimant and will render the decision as soon as possible but
not later than one hundred twenty (120) days after receipt of the request for
review.  If the Company makes an adverse benefit determination on
review, the Company will render a written opinion using language calculated to
be understood by the Claimant setting forth:

      
         

        
          
            	
                    1.

                  	
                    the
      specific reason or reasons for denial,

                  
	
                    2.

                  	
                    specific
      references to pertinent Plan provisions on which the denial is
      based,

                  
	
                    3.

                  	
                    a
      statement that the Claimant is entitled to receive, upon request and free
      of charge, reasonable access to, and copies of, all documents, records and
      other information relevant to his claim, and

                  
	
                    4.

                  	
                    a
      statement of the Claimant’s right to bring a civil action following an
      adverse benefit determination on
review.

                  


          

        

      

       

      
        
          
          

        

        
          Page
13

          
            

          

        

        
          
          

        

      

      
 

      
        	
                P.  

              	
                Interpretation of
      Plan:  All provisions of this Plan shall be interpreted
      in a manner so as to be consistent with Section 409A of the Code and the
      regulations issued thereunder.

              


      

       

      IN
WITNESS WHEREOF, the foregoing restatement  was adopted on the 13th
day of June, 2008.

       

      


      AMEREN
CORPORATION

      


      


      


      By:       /s/ Donna K.
Martin                                                   

                                                                                 

      Title:  Senior Vice President and
Chief Human Resources

             Officer (Ameren Services
Company)

      


Page 14